Constitution

Constitution

of the

Texas Municipal Utilities Association

Approved October 26, 2006

Article I – Name & Affiliation

Section 1.01. Name. The name of this organization shall be known as the “Texas Municipal Utilities Association.”

Section 1.02. Affiliation. The Association shall be affiliated with, and a department of, the Texas Municipal League.

Section 1.03. Location. The Texas Municipal Utilities Association shall be located at the headquarters in the Texas Municipal League in Austin, Travis County, Texas.

Article II – Purpose

Section 2.01. Purpose.
The purpose of this Association shall be to promote the proficiency of the Utility Managers, Utility Directors, and Utility Administrators; and to promote the improvement of municipal utility administration in Texas. To achieve this purpose, the organization shall:

  1. Promote the active cooperation and exchange of information among members.
  2. Solicit the cooperation and assistance of other organizations in the field of municipal utilities.
  3. Render whatever assistance possible to any municipality, industry or organization in the field of municipal utilities.
  4. Provide support to the TML staff and TML Board on utility related legislation.

Article III – Officers

Section 3.01. Board of Directors,

  1. The affairs of the Association shall be conducted by a Board of Directors, hereinafter called the Board, composed of the following officers; a President; a President-Elect; a Vice President; a Secretary-Treasurer, a Director, who shall represent the Association on the Texas Municipal League Board of Directors; the Immediate Past President of the Association; and nine (9) Directors. Eight (8) Directors representing one of each of the eight (8) regions as described in Article IV and one (1) Director at large representing all the members with the gas utility systems.
  2. An Executive Committee composed of the President, President-Elect, Vice President, Secretary-Treasurer, Director of the Texas Municipal League and the Immediate Past President shall have such responsibilities as listed herein and as may be delegated by the Board.

Section 3.02. Election of Officers. Officers of the Association shall be elected as follows:

  1. The President-Elect, Vice President, Secretary-Treasurer, Director to the Texas Municipal League Board of Directors, and Regional Directors shall be elected by a majority vote of the Full members voting at the business session of the Annual Meeting of the Association. The Director to the Texas Municipal League Board of Directors and Directors from regions bearing odd-numbered designations, and the at large Director representing gas utilities shall be elected on odd-numbered years, and the Directors from regions bearing even-numbered designations shall be elected on even-numbered years.
  2. At the election held at the Annual Meeting, and at any Annual Meeting thereafter, when by reason of expiration of term of office of an incumbent President at a time when there exists a vacancy in the office of President-Elect, or vacancies exist in both the offices of President and President-Elect, there shall also be elected a President in addition to those officers named in Paragraph (1) of this Subsection A.

Section 3.03. Terms of Office. Terms of the officers shall be as follows:

  1. The President, President-Elect, Vice President, and Secretary/Treasurer shall serve terms of one year each, said terms to commence immediately upon adjournment of the Annual Meeting of the Association; the President-Elect shall automatically become President at the conclusion of his term as President-Elect.
  2. The Director to the Texas Municipal League Board of Directors shall serve for a term of two years, said term to commence immediately upon adjournment, during odd-numbered years, of the Annual Conference of the Texas Municipal League. The Director shall have served at least one term as President. No person may serve more than two (2) consecutive terms as Director to the Texas Municipal League’s Board of Directors. Only city officials of TML member cities may serve as directors.
  3. The eight (8) Regional Directors and the at-large Director representing gas utilities shall serve terms of two years each, said terms to commence immediately upon adjournment of the Annual Meeting of the Association. The term, of Directors from regions bearing odd-numbered designations shall expire in odd-numbered years, along with the Director representing gas utilities, and the terms of Directors from regions bearing even-numbered designations shall expire in even-numbered years
  4. If a member of the TMUA Board, other than the Director to the TML Board, is absent from three regularly scheduled meetings between July 1 on one year and June 30 of the following year without being excused by action of the board, the member may be removed by a majority vote of the board at the next regularly scheduled board meeting. An absence is excused only if: (a) the absent member informed the chair or the TML staff of his/her absence in advance, and (b) the board members present vote to excuse the absence.
  5. The TMUA Board shall have the power to remove any officer or Board member, other than the Director to the TML Board, from office for any good cause as determined by the board, provided that such removal shall be by two-thirds vote of the Board with the member in question not being allowed to vote.

Section 3.04. Vacancies

  1. In the event of a vacancy in the office of President of the Association, the President-Elect shall become President, and shall serve in this capacity until the next succeeding Annual Meeting, when they shall commence to serve the one (1) year term as President to which they would have automatically succeeded as provided in Section 3.03A. A vacancy which occurs in the office of President-Elect as a result of the President-Elect vacating such office in order to serve the remainder of the unexpired term of the President shall remain vacant until the next succeeding Annual Meeting, when an election for the office of President-Elect shall be held in accordance with Article III, Sections 3.02 and 3.03.In the event a vacancy in both the office of President and President-Elect shall exist at the same time, the Vice President shall become the President and shall serve in this capacity until the next Annual Meeting, when an election for both the offices of President and President-Elect shall be held in accordance with Article III, Sections 3.02 and 3.03.
  2. In the event of a vacancy in the office of Vice President of the Association, the Immediate Past President shall become Vice President, and shall serve in this capacity until the next succeeding Annual Meeting, when an election for this office shall be held in accordance with Article III, Sections 3.02 and 3.03.
  3. In the event of a vacancy in the office of Secretary/Treasurer of the Association, the President may appoint upon the approval of the Board of directors an interim Secretary/Treasurer to serve in this capacity until the next Annual Fall TML Conference or Annual Meeting. At the next General Membership Business Meeting, the vacancy shall be filled by a majority vote of the Full members to serve the remainder of the existing one-year term or to serve the new one-year term, whichever is appropriate.
  4. In the event of a vacancy in the Office of Director to the Texas Municipal League Board, the President of the Association shall fill the same until the next succeeding Annual Meeting, when a Director shall be elected as provided in Article III, Sections 3.02 and 3.03. Should the President be ineligible to serve as Departmental Director, then the Executive Committee shall meet to appoint an eligible member of the Association who will serve in such capacity until new Departmental Director is selected through the Association’s annual election of officers.
  5. In the event of a vacancy in a regional Directorship or the at-large Directorship, the President may appoint upon the approval of the Board of Directors an interim Director for the region to serve in that capacity until the next Annual Fall TML Conference or Annual Meeting. Then, the vacancy shall be formally filled by a majority vote of the Full members voting at the business session of the Annual Fall TML Conference or the Annual Meeting to serve the remainder of the unexpired time.

Section 3.05. Qualifications of Officers. All members of the Board shall be Full members of the Association as defined in Article V, Section 5.01A of the Constitution and in addition shall have a minimum of two years of active service in an administrative capacity, in the State of Texas as defined in Article V, Section 5.01A of this Constitution.

Section 3.06. Nominations & Elections.

  1. At the Annual Meeting, the voting members of the Association shall elect by ballot the officers enumerated in Article III, Section 3.02A. Candidates receiving the majority number of votes shall be declared elected.
  2. Nominations shall be made by a Nominating Committee as defined and in the manner prescribed in Article VII, Section 7.04.
  3. At the time the Nominating Committee presents nominations for each elective office, additional nominations may be made from the floor by any voting member of the Association.

Article IV – Regional Organization

Section 4.01. Regions. The Texas Municipal Utilities Association shall be divided on a geographical basis into eight (8) regions which divide the fifteen (15) Texas Municipal League Districts. The eight (8) regions of the Association shall be numbered and named as follows, or until such time as permanent name(s) be selected by a majority of Active Members from each region:

Region 1 West Texas (TML Regions 2,3,4)
Region 2 West Central Texas (TML Regions 5,6)
Region 3 NW Central Texas (TML Region 8)
Region 4 NE Central Texas (TML Region 13)
Region 5 Central Texas (TML Regions 9,10)
Region 6 East Texas (TML Region 15,16)
Region 7 South Texas (TML Region 7,11,12)
Region 8 Southeast Texas (TML Region 14)

Section 4.02. Official Map. The Texas Municipal Utilities Association “Regional Map of the State of Texas” is hereby made an official part of the Constitution of the Association.

Article V – Memberships

Section 5.01. Membership. Membership Classifications.

Classifications. Memberships in the Association shall be classified as Full, Affiliate, Student, and Life.

  1. Full. A full member shall meet one of the following qualifications:
    1. A person who (a) is an elected city utility official or, (b) is a member of the governing body of a city or public utility.
    2. A person who is the administrative head or assistant administrative head of a city.
    3. Any person employed by a city or public utility, who actively works in the area of utilities.
  2. Affiliate Member. An Affiliate Member shall be a person who has attained a position in a field of specialization qualifying them to contribute to the advancement of professional knowledge and practice in cooperation with the membership of the Texas Municipal Utilities Association. This membership may include directors/staff of private utility districts and private sector professionals/consultants. This person shall enjoy all privileges of the Association except to vote or hold office.
  3. Student Member. A Student Member shall be a person who is registered as a student in a college or university program in engineering, public administration, or other program with an emphasis in municipal utility management as determined by the Board. This person shall enjoy all privileges of the Association except to vote or hold office.
  4. Life Members. Life members of the Association shall be chosen because of distinguished public service to local and urban municipal utilities. They shall pay no dues, hold no office, nor vote; and no person who is eligible for Full membership in the Association shall be chosen as Life Members at the same time. Prospective Life Members shall be nominated by a least five (5) Full members, and thereafter may be elected as Life Member by majority vote at the Annual Meeting provided, however, that the Board must unanimously recommend such election. Election to Life Membership shall be revoked, should an acceptance not be tendered within six months after the candidate has received notice of his election. To qualify for Life Membership, the following conditions must be met:

Retirement — Must have retired “from active service in a Texas city or public utility”. This is interpreted to mean that the person has completed their last service as a city or public utility administrator; has stopped normal gainful employment or has turned to another field with no reasonable expectation of serving again as a city or public utility administrator responsible for the municipal utilities.

Membership — Must have been a member eligible to hold office” for a minimum number of years as follows: (1) if over 65 years of age at time of retirement; 10 years; (2) if less than 65 years of age at time of retirement; 15 years.

Section 5.02. Application for Membership. Applicants for membership in any classification shall, as a prerequisite for consideration by the Board, file with the Secretary-Treasurer a membership application. . Such completed application shall be presented by the Secretary-Treasurer to the Board, which shall act on the membership. It is required that a complete application be filed only once; subsequently, the eligibility of members for membership in several classifications shall be determined by the Board. Members of any classification shall be responsible for submitting application to the Secretary-Treasurer for changing membership classification if such is appropriate.

Article VI – Membership Dues

Section 6.01. Dues bv Membership Classification. Except as otherwise provided, annual dues for the several classifications of membership shall be as established by the Board.

Section 6.02. Payment of dues shall be paid annually to the Texas Municipal Utilities Association by January 1.

Section 6.03. Suspension for Non-Payment of Dues. Any member of the Association whose dues are in arrears for a period of six months shall be automatically suspended from the membership in the Association, and they shall be so notified.

Section 6.04. Annual Dues May Be Amended. The annual dues may be amended upon recommendation of the Board at the Annual Fall meeting by a majority of the voting members present.

Article VII – Standing Committees

Section 7.01. The President shall, subject to the approval of the Board, appoint a Membership Committee, a Legislative Committee, a Nominating Committee and a Program Committee.

Section 7.02. The Membership Committee shall promote active membership in the Texas Municipal Utilities Association.

Section 7.03. The Legislative Committee shall be charged with canvassing the members to determine what legislative programs are desired and/or approved by the membership; shall have the responsibility in cooperation with the President of planning and executing a program for obtaining favorable consideration of any legislation favored by the membership; shall have the responsibility, in cooperation with the President, to ensure that the Association’s legislative program is communicated to the Texas Municipal League’s legislative policy committees for the purpose of bringing about the best possible overall legislative package for Texas cities.

Section 7.04. The Nominating Committee shall present to the membership at the Annual Meeting, at least one candidate for each office.

Section 7.05. The Program Committee working closely with the TMUA Board, shall develop a proposed educational plan for consideration and adoption by the Board prior to the Annual Meeting each year. The education/training program may be amended by the Board as required.

Section 7.06. The President may also appoint such standing committees as they may deem advisable except that the creation of said committees shall be subject to the approval of the Executive Committee.

Article VIII – Meetings of the Association

The general membership of the Association shall regularly meet on at least one occasion annually: If the Association meets only once, the meeting shall be at or near the time of the Annual Conference of the Texas Municipal League.

Article IX – Amendments to the Constitution

The Constitution of the Texas Municipal Utilities Association may be amended or repealed at the Annual Meeting or Fall Meeting by a two-thirds (2/3) vote of a quorum of full members present and voting at such meetings. A quorum shall be at least twenty (20) Full members and shall include at least one member from six (6) of the eight (8) regions. Amendments may be proposed by the Board or by five (5) voting Members by petition of the Secretary-Treasurer.

Article X – Proceedings

Section 10.01. The proceedings of the Texas Municipal Utilities Association shall be conducted as directed in its Constitution and By-Laws; and, where the absence of specific direction prevails, the proceedings of the Association shall be conducted in accordance with Robert’s Rules of Order, and the same is hereby adopted for all authority not herein specifically given.

Section 10.02. Any question as to the meaning or construction of this Constitution or By-Laws shall be decided by a majority vote of the entire Board, and the decision of the Board shall control and be binding until and unless rescinded by a vote of two-thirds (2/3) of a quorum of full members present and voting at a regular meeting, or when the same shall have been rescinded by action of a court of competent jurisdiction.

Section 10.03. In the event of a conflict between the By-Laws as herein or hereafter adopted, with any of the provisions of the Constitution the Texas Municipal Utilities Association, the provisions of the Constitution shall prevail.

Article XI – Adoption

The Constitution shall be in full force and effect from and after its approval by a two-thirds (2/3) vote of the Full members of the Association present and voting and after approval by the Texas Municipal League Board.

TMUA BY-LAWS

Article I – The Board of Directors

The duties of the officers of this Association shall be such as by general usage are indicated by the title of office. The Board shall act in the capacity of directors, and shall supervise and control the affairs of the Association when the Association membership is not assembled as provided in Article VIII of the Constitution.

Article II – The Secretary-Treasurer

The Secretary-Treasurer of the Association shall maintain written records of all Association meetings and shall transact the necessary financial business of the Association, keeping a complete record of all transactions, which shall be subject to audit annually.

Article III – Order of Business

At the Annual Fall Meeting of the Association, the order of the business meeting shall be as follows: (1) report of the Secretary; (2) report of the Board; (3) appointment of committees; (4) reports of the committees; (5) unfinished business; (6) new business; (7) adjournment. Except, however, that the order of business may be suspended or in any way changed by majority vote of the voting members present. The Board shall determine the order of business to be set at the Annual Meeting of the Association.

Article IV – Voting by Proxy

Voting by proxy shall not be allowed.

Article V – Fiscal Year

The fiscal year of the Association shall begin on the first day of July and terminate on the last day of June of each year. Dues and subscriptions shall be payable annually in advance.

Article VI – Amendment of By-Laws

The By-Laws of the Association may be amended by majority vote of the members present at either of the meetings set forth in Article VIII of the Constitution.

Article VII – Special Appointments

The President shall appoint a representative to serve as liaison to the Governing Committee of the Municipal Electric Job Training and Safety Program Engineering Extension Service, Texas A&M System, a representative to serve on the Executive Committee of the Texas Water Utilities Association and appoint representatives to such other organizations as deemed advisable. All such appointees shall be subject to the approval of the Board.